Scirocco Energy Regulatory News (SCIR)

05 October 2021

Scirocco Energy plc

("Scirocco Energy" or "the Company")

Related Party Transaction

Scirocco Energy (AIM: SCIR), the AIM investing company targeting attractive assets within the European sustainable energy and circular economy markets, announces that it has entered into a new advisory relationship with Gneiss Energy Limited ("Gneiss"), which has been providing general management and financial advisory services to the Company since February 2018. The new relationship is detailed across two engagement letters (the "Letters") that were signed today between the Company and Gneiss, and replaces the existing engagement letter in place with Gneiss. Gneiss is jointly owned by Carolyn Fitzpatrick and Jon Fitzpatrick (a former non-executive director of the Company).

Due to Mr Fitzpatrick having been a director on the Company's board within the last 12 months, the entering into the Letters is classified as a related party transaction under the AIM Rules for Companies. The Directors, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, consider that the terms of the Letters are fair and reasonable insofar as the Company's shareholders are concerned.

The first of the two Letters covers financial advisory services related to the previously announced proposed sale of the Company's Tanzanian interests (the "Proposed Disposal"). There is a nominal monthly retainer fee payable to Gneiss under this Letter, and it has a minimum 12 month term, with a 3 month notice period thereafter. The Letter will automatically terminate, including within the minimum appointment period, in the event of completion of the Proposed Disposal. Completion of the Proposed Disposal also triggers the payment of a transaction fee, which is tiered according to the consideration received by the Company in line with market norms.

The second of the two Letters is intended to provide support to the Company as it executes its new investment policy within the sustainable energy and circular economy markets. Gneiss has a specialist team focussed on these sectors and with extensive relationships and experience. The team has a strong track record delivering transactions in established renewables sub-sectors such as wind, solar and hydro and emerging areas including energy from waste, hydrogen and geothermal. The engagement covers ongoing financial advisory services, including those related to the origination of potential transactions, transaction support services, general assistance with capital market related responsibilities and activities, and assistance with financing activities on a non-exclusive basis. Fees payable to Gneiss under the new engagement include a mix of monthly fees covering origination, transaction evaluation and execution services and one off fees, based on a tiered system according to transaction value for opportunities that the Company decides to pursue and which are successfully completed. Depending on the nature of the service provided, a minimum appointment term of between 6 - 12 months exists, along with a notice period of between 1 - 3 months. The Company is not obligated to appoint Gneiss to advise on transactions that are not introduced by Gneiss. If requested by the Company, financing fees are payable to Gneiss in the event of the successful introduction by Gneiss of debt and equity financing sources into the Company or its affiliates. The letter also provides the Company with flexibility to phase out Gneiss management services over time as it builds internal capability.

An independent committee of the Board comprising Don Nicolson and Muir Miller was set up to negotiate the Letters with Gneiss. This independent committee, together with the CEO, Tom Reynolds, believes the terms of the Letters to be in line with market norms and better aligned to the Company's current strategy and vision.

Tom Reynolds, Scirocco's CEO stated "With the approval by investors at the recent AGM of the new investment policy the Board has been taking further steps to ensure the company has access to appropriate support as it pursues opportunities within its target markets.

This arrangement with Gneiss, which follows a detailed independent assessment of our advisory needs, is both flexible and cost-effective, and gives the Company access to a very experienced advisory team with significant capital market experience within our target sectors of sustainable energy and the circular economy. Their scope will enable us to assess and execute value accretive transactions in line with our growth strategy, utilising their network and expertise to access deal flow and capital as appropriate.

We look forward to working closely with Andrew Coull, Gneiss's head of cleantech and renewables, and the wider Gneiss cleantech and renewables team as we seek to build momentum through the acceleration of our strategy."

This announcement contains inside information for the purposes of Article 7 of EU Regulation No. 596/2014, which forms part of United Kingdom domestic law by virtue of the European (Withdrawal) Act 2018.

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